The Six Bringers of Hope and a Demon
by sephiroth12285
Summary: A few years have passed since the end of Rebellion and the world has been dramatically change along with history itself resulting in a new world. Now Homura waking up from a coma as a certain presumed dead prince sets her free. Knowing the world around her is wrong Homura sets out find out why while she and Lelouch are drawn into a conflict unlike anything they could have expected.
1. Chapter 1 The Consequences

Disclaimer: I do not own Code Geass or Madoka Magica, because obviously if I did I wouldn't be writing fanfiction lol.

Summary: A few years after passed since the end of events following Rebellion where an unforeseen event has radically altered history and changed the world. The magical girl system no longer exists and Geass exists in its place, so when Lelouch finds Homura Akemi who doesn't remember how she was imprisoned or events beyond first encountering Mami the second time in the final timeline in the second episode of the series. Realizing their world has changed for the worst and intent on making things right Homura sets out with Lelouch as the two will be faced by enemies both human and otherwise. Homura is going to need the help of some old friends to help her, but when the time comes can she comprehend the truth of events that led to their world becoming what it is now.

A/N: I need to stop coming up with ideas for new stories, but this one was created partly because of my frustrations I had with my Kingdom Hearts story which has Madoka added into it, so I had been thinking on a stand-alone crossover between Madoka and Code Geass.

Yeah so as the summary states above this happens a couple years after Rebellion, so the characters are older now than they were in the series which also probably means that is the time they have spent as normal humans in a CG world so the question is how much has their experience affected them once their memories of the previous timeline and universe is restored to them along with their powers as magical girls.

Another reason for the increase in ages among the Madoka cast is to make possible pairings with other CG characters easier as Lelouch isn't the only one I have considered.

The story begins a little similar to how CG starts out, but after events of chapter two it breaks away from there even through there are some similar events in this chapter they also break away from the normal canon slowly. Some things I might keep, but they will be handled differently through. Some for character development shake the other reason would be for the comedy potential.

Without delay let us begin the story.

* * *

Chapter 1

The Consequences

It was dark, but as she slowly became aware of her surroundings she realized she was sealed in some kind of container. She found no visible means of opening it from the inside and unable to tell where she was caused the girl to worry as she started struggling to move, but upon realizing that her hands and feet were bound she resorted to calling for help hoping someone would hear her and release her from whatever trap she had been locked in.

Her mind was trying to remember how she ended up her.

The last thing she remembered was being in an abandoned building before three girls her age, but then nothing except blackness until she woke up inside a metal sphere. She could use her magic and her weapons, but with the space so confining she would only do more harm to herself. All she could do was hope that someone would hear her and release her.

* * *

Meanwhile on the highway ahead of the truck was a blue motorcycle with a side car attached to it driving along unaware of the speeding truck coming up from behind. Both the driver and the passenger wore black uniforms lined with gold belonging to male students of the Ashford Academy. The driver had short blue hair with tan colored eyes with a fair skin complexion while the passenger had raven black hair and amethyst eyes reading a small book he had in his hands.

"So back there, that first move you made?"

"Huh?"

"Why did you start with the king," Rivalz Cardemonde asked.

"If the king doesn't move, then how can his subordinates follow," Lelouch Lamperouge replied.

"What's with that?

"With what?"

"Do you fantasize becoming leader of a major corporation," Rivalz inquired trying to understand his friend previous statement. The two were on their way back from an underground chess match against a noble with Lelouch having won once again and made a killing, but now they needed to return to school before lunch was over so they wouldn't miss class.

"No way, ambitions like that are bad for your health."

Suddenly a honking sound was heard behind them as the truck carrying the two capsules was quickly closing in from behind leaving the two in danger of getting run down. Panicking Rivalz turned hard and sped up trying to get away from the truck, but the driver made a sharp left turn off the highway heading into a construction site. But they were traveling too fast to slow down to avoid crashing into metal frame work of the structure being built.

Rivalz stopped the bike as he looked at the dust cloud that had arisen from the impact.

"Is that our fault?"

"I don't think so," Lelouch replied.

A crowd began to gather looking over the crash site while Lelouch dismounted the bike when Rivalz was unable to start it back up. Suddenly a glowing pheromone of some kind could be seen from the bike prompting Lelouch to remove the goggles he had been wearing as he tried to look at it more clearly. But the glow was already gone.

"Oh man the power line for the bike got cut."

Lelouch didn't quite hear his friend, but was distracted by the light he saw.

"Yeah, say Rivalz take a look at this," Lelouch said, but his attention was diverted by the growing crowd of people who began to comment on the scene.

"What happened, some short of accident," A female citizen asking what should have been obvious.

"Probably some drunk driver," Another citizen, but this time it was a man in a business suit.

"Yeah it's already some moron," A third citizen commented.

"Hey maybe someone should help."

_'All those idiots.' _

Lelouch thought disgusted by the lack of activity from the citizens who should have been checking out the crash to see if anyone was alright. Deciding to take matters into his own hands Lelouch deposited his helmet into the side car of the motorcycle before hurrying to the crashed truck to see if the driver was alright. As the crowd began commenting about Lelouch's involvement the young man ignored them as he reached the trailer of the truck, but the driver cab was blocked to him.

"Hey are you alright," Lelouch shouted but he got no response as he tried in vain to move a fallen steel beam cutting off access to the driver cab. When that failed Lelouch began using a ladder on the side of the trailer to climb up to reach the driver seat that way, but as he did Rivalz was forced to move the bike off the road complaining about their situation.

"Yeah, yeah I know it's the right thing to do, but I wish the guy would quit flaunting his pride and give it a rest for awhile…now we're going to be late to school."

After Lelouch reached the top of the trailer he heard a voice call out to him.

'_It's you…finally I found my…'_

'_What was that?'_

Lelouch shook the thought aside as he continued trying to reach the driver. But as he looked over an opening in the top of the trailer the driver had regained consciousness. Once Nagata was wide awake he quickly started the truck back up throwing it into reserve before racing away from the scene. But his sudden reversal caused Lelouch to lose his grip and fall into the opening of the trailer trapping him inside.

"Stop I am in here," Lelouch called out, but no one heard him. "Damn it you would think they would stick a ladder in here too."

"Stop the vehicle, give yourselves up and you'll get a chance to defend yourselves in court. Surrender now!" A military pilot called out on a loud speaker as a trio of military combat helicopters was closing in on the truck from behind. "Give up now or we'll shoot to kill," the pilot warned before firing some warning shots to get his point across.

As the truck passed through a tunnel Lelouch was standing behind one of the capsules trying to figure out a way out, but even if he found a way out of the trailer he could either get shot or killed by falling onto the street below. However when the door from the driver cab opened up the young man took cover behind the second capsule.

Lelouch watched as a redhead woman entered the trailer taking off a blue uniform she had been wearing revealing a more revealing outfit underneath.

"Can you enter the subway through the Azabu route," Kallen Kozuki asked as she began to board her Knightmare Frame at the back of the truck.

"Let's use it here, why not," The driver of the truck asked.

"Because that would mean a bloodbath!"

"Ugh…you're right."

'_I have seen her before…'_

The young man could swear he recognized the woman from somewhere before, but yet nothing about who she was came to mind. A few moments later after Kallen launched in her custom Glasgow Knightmare Frame, Lelouch tried to escape by jumping out of the back of the truck. It closed before he could even attempt such a risky escape.

"Damn it these guys are real terrorists."

Lelouch had no idea of what was happening outside as the sound of gunfire and explosions weren't enough to give him a clear idea of what was going on. As he leaned against the second capsule as the sounds grew louder and the truck was picking up speed he heard a banging sound. There was something inside of the capsule he was hiding behind, but rather there was someone locked inside. Curious Lelouch put his ear against the container trying to verify what he was hearing was someone else inside the thing. Sure enough the young man could hear someone kicking and shouting inside, but due to the materials and their thickness the sound was muffled somewhat unless one put their ear against it like Lelouch had done.

'_Could these terrorists have taken a prisoner?' _

Lelouch was suddenly slammed against the wall of the trail as the truck made a sharp left turn heading into the subway tunnels, but after collecting himself he began examining the capsule. A few minutes later the former prince of Britannia found the control panel and began to tinker with it trying to open it to free whoever was trapped inside. A sharp hissing sound was heard as a side panel on the capsule opened up with a light shining through allowing Lelouch to look inside.

After the capsule was opened Lelouch discovered a young girl inside around Lelouch's age wearing a Britannian Prison straightjacket with long black hair that went down to her hips. She had purple eyes and a hair skin complexion with a black hair band in her hair. Her hands and legs were bound, but after she was released she looked up at the young man who freed her.

"Hey are you alright? Did these terrorists capture you?"

Homura Akemi looked up at the young man with confusion in her eyes.

"Terrorists, where am I?"

"Well if I had to guess I would say judging by the darkness and the bumpy road," Lelouch began before pulling out his cell phone, "And the lack of cell phone reception I would have to guess we must be driving over the old subway lines. This truck is heading for an exit somewhere in the ghetto."

"The ghetto, where exactly are we?"

"Well we are leaving the Tokyo Settlement in Area 11," Lelouch answered.

"Area 11…where is that?"

Lelouch was stunned as he almost wanted to think the girl was either joking with him, but seeing the genuine look of confusion upon Homura's face the young man realized she WASN'T joking. Even so the fact she didn't seem to know about Area 11 or what the country was shocked the young man causing him to wonder what he had gotten himself into.

"Area 11 is a colony of the Holy Britannian Empire, but seven years ago it was once Japan." Lelouch answered leaving Homura shaken at the realization as her mind was trying to grasp all of this new information. This world was all so wrong, but how it did go so wrong?

But before Homura could ask Lelouch anymore questions the truck shook violently as it crashed. Outside the truck had hit a pit in the ground trapping the front tires preventing the truck from going anywhere. Its driver, Nagata, was wounded from gunfire from a Knightmare Frame that had attacked his truck not too long ago.

"Find me Ohgi," Nagata said weakly as he flipped a switch to open the side door on the truck trailer.

"I don't what happened, but I think we should both get out of here before the military comes looking for this truck." Lelouch said before undoing Homura's bounds freeing her. Once she was freed Lelouch carefully approached the opened door on the side of the truck to check if the close was cleared.

"Ok, but what exactly are you doing here?"

Before Lelouch could answer he quickly came under attack from a Britannian foot soldier as he delivered a spinning roundhouse kick to the side of his head. Lelouch barely blocked it, but the impact was enough to send him to the ground. "Are you Britannian?"

Before Lelouch could get a response the soldier seized him by putting one hand over his chest. Homura got to her feet ready to attack, but she hesitated for an unusual reason.

"That's enough mindless murder." The soldier snapped.

"Wait I am not with them."

"Planning to use poison gas, don't play dumb with me."

"GET OFF OF ME," Lelouch screamed as he tried to kick his attack. Although he missed it forced the soldier to back off. "I am not here by choice and if that's poison gas it was made in Britannia wasn't it?"

The soldier was shocked as he muttered, "My god."

"Mindless murder, then why don't you just OBITERATE BRITANNIA!" Lelouch shouted angrily.

"Lelouch, it's me Suzaku," The soldier said as he removed his helmet revealing his identity. Lelouch was shocked by this revelation as this was probably the last place on earth he was expecting his old friend from the days he had first come to Japan. But they separated after the war between Britannia and Japan having not spoken to one another since then.

"You became a Britannian soldier?"

"Yeah, but what about you…you're…," Suzaku began, but Lelouch interrupted him.

"What are you saying?"

Suddenly the second capsule the two boys were standing next to began to open surprising Lelouch, but Suzaku tackled him to the ground putting his gas mask over his friend's face to protect him from possible poison gas. But as the capsule opened up, instead of poison gas there was another woman trapped inside wearing a Britannian prison uniform just like Homura with her legs and arms bound. The woman appeared to be around the same age as Suzaku and Lelouch possessing long green hair with yellow eyes.

After the two boys took a moment to recover from what happened they went over to the girl who seemed unconscious after seemingly passing out from being released.

"Tell me the truth Suzaku, poison gas, those girls?"

"Hey it's what they told us during the briefing."

"Obviously it's a cover up…if anything the military were transporting these girls to another location and didn't want anyone to know about it."

"But why go so far?" Suzaku asked as Homura observed the scene trying to make sense of what was going on.

"Suzaku did you contact your superiors when you found the truck?" Lelouch asked as his expression suddenly turned serious.

The Japanese teen looked down, but it was more than enough for Lelouch to confirm it.

"I see, so we better leave right now before they arrive. It's obvious we have seen something we shouldn't have seen and if they hid to you the truth about the contents its more than likely I'll be executed as a witness."

"Lelouch," Suzaku began uncertain if this was the best way to do this. As much as he didn't want to believe otherwise his friend had a very good point that not even he could argue against. "Ok, but you guys need to go now."

"Take care of yourself Suzaku." Lelouch said as he and Homura helped C.C. to her feet.

"I will, but I can't guarantee that they will give up so easily so I suggest you three should escape the ghetto as soon as possible."

"Trust me will we." Lelouch said before he and the other two hurried down the subway tunnel to look for another way out.

* * *

Meanwhile aboard the mobile command center the G-1 as it rolled into Shinjuku Ghetto three members of Viceroy Clovis's command staff were present along with a rather obese General Bartley who was without question Clovis's right hand man and his second in command for everything happen in Area 11. He was speaking to his lord the young 3rd prince of the Britannian Empire who was seated upon his throne inside the command center.

"Forgive me, my lord! The blast was mainly directed upwards, but the…" A man with a scar under his eye wearing a red uniform trimmed with gold said over an open communication line.

"Why the hell do you think I only told you people about this?!" Bartley snapped as he was told only seconds ago that the Royal Guard had found the truck, but an explosion destroyed it as they approached. However they did see that the capsule had been open and its contents were missing. All they got for it was an unconscious eleven grunt who had been knocked out by the blast.

"If capsule was empty then the girls likely escaped…SO FIND THEM NOW OR ELSE." Bartley shouted.

"W- We'll continue the investigation!"

The communication line was closed.

"The plan has moved forward to the next phase." A young blonde gentlemen in his early twenties commented.

"But, but Your Highness...!" Bartley began.

"If knowledge of those two gets out, I'll be disinherited." Clovis la Britannia said with a bored expression before rising from his throne where he sat. "Tell them back home we're carrying out a planned urban renewal here. As Clovis, third prince of the empire, I command you! Destroy Shinjuku Ghetto! Leave no one alive!"

* * *

And his assembled troops did just that as Knightmare Frames, tanks, assault vehicles and combat helicopters began attacking the ghetto with everything they had while foot soldiers armed with rifles were conducting sweeps through the homes and apartments of the Japanese killing everyone they encountered. Soon heavy artillery began pounding the Shinjuku Ghetto leveling small buildings and other locations in a matter of minutes. The shelling and explosions were felt as far as the tunnels currently being traveled by Lelouch, Homura and C.C.

"What is happening up there?" Homura asked as she almost stumbled when another shell hit.

"They are wiping out this whole ghetto…just why are they going this far for you two? What the hell did I get myself into?"

"I don't know how exactly I got involved in this myself, but if you help me I'll help you escape this alive." Homura said as their green haired companion remained silent.

As the battle raged on above them and more of the ghetto was getting demolished the three cautiously reached a flight of stairs that led to the surface. However as they neared the top Lelouch gestured for C.C. and Homura to stay hidden as he would look around to check if it was safe. Sadly it wasn't as the Royal Guard had arrived ahead of them and they had just about finished gunning down a group of unarmed Japanese civilians who had sought to take refuge inside the warehouse.

A number of gunshots prompted Lelouch to lie down and stay hidden.

"Report." The Leader of the Royal Guard asked.

"We found only Elevens here, sir."

"You're sure of it? That exit comes out here?"

"Yes, sir. It matches up with our map of the old city." The soldier replied before the sound of a child crying drew their attention….before it was swiftly silenced by gunfire causing Lelouch to cringe at the cruel and heartless act.

Just when the soldiers were about to leave Lelouch's cell phone rang giving away his position.

The soldiers quickly descended upon his position capturing both him and C.C, but oddly Homura was nowhere to be seen. Once they restrained the green haired woman Lelouch was thrown against the wall.

"What an appropriate location for a terrorist to meet his end." The Royal Guard Captain declared mockingly.

"You scum...!"

"Still, you did well for a student, but that's to be expected. You're a Britannian. Unfortunately, my clever young friend, you have no future, unless of course you tell me what happened to the other one?"

"Even if I did know I doubt you would have spared my life anyway."

"I see, but yes you are correct."

"Then you will not mind that I will end your lives right now." Homura said coldly before each royal guards member including their leader were shot in the head all at once.

Lelouch watched in shock as all of the soldiers dropped to the ground in a heap, but he was even more surprised by Homura's appearance. Instead of the prison uniform she had been wearing she was now dressed in some kind of white and gray uniform with a gray skirt complete with black tights with a diamond pattern and boots that were part of the tights. On her left forearm was a round metallic shield while in her right hand was pistol.

"Homura…what happened?"

"This is just something I am capable of. I am a magical girl." Homura Akemi answered, but before Lelouch had a chance to question the girl more another girl, but this time a blonde haired woman who was possibly the same age as Lelouch ran into the warehouse they were in. She was breathing heavily with a panicked look on her face obviously seeking a place to hide. She wore a tattered long sleeve white shirt with a green dress with suspenders attached to it. She had blonde hair tied into a pair of drill-like pigtails with golden yellow eyes.

"Mami," Homura said recognizing Mami Tomoe, although her attire was tattered and a bit dirty in some places the hairstyle and eyes belonged to only one person Homura knew.

"Who…who are you?" Mami began to say after calming down to catch her breath. "How do you know my name?"

Before Homura could answer a Sutherland burst through the wall aiming its weapon at Homura. In a blink of an eye Homura vanished, but less than a second later she appeared again before the Knightmare Frame exploded.

Another Sutherland seeing the explosion hurried onto the scene and began attacking, although Homura dodged a hail of anti-personnel fire from the rifle the Sutherland held was about to hit Mami until Lelouch shoved Mami out of harms' way. However this put Lelouch in grave danger, but his life was saved by C.C. who picked him up before shoving him away. The young man was saved, but C.C. was hit by the bullets killing her instantly before her body fell to the ground covered in bullet holes. Homura drew a rocket launcher from her shield before she swiftly finished off the Knightmare Frame.

Discarding the used up RPG the young woman hurried over to Lelouch's side as he knelt down near the woman who had sacrificed her life to save his own. Mami did the same before looking to the Britannian who had saved her life.

"Thank you for saving me, but I am sorry about your friend."

"Yeah…but why did she do that? Why did she save me?"

Without warning the woman grabbed his hand and that of Mami's with the other. At that moment Lelouch's entire world turned white in that instant. Lelouch couldn't even begin to make sense of what was happening, but was all of this real or was he caught up in some kind of very bizarre dream. Either way he heard the woman speak to him as her voice echoed throughout the white space around him.

"I saved you because I grant you a wish in exchange for granting my wish. There is something you want, but you cannot achieve it through normal means."

"What...?"

"It is your reason for living isn't it?"

"The girl? That's impossible! How could she even know?"

"If I grant you power, could you achieve your goal?" C.C. asked which surprised the young man. "I propose a deal. In exchange for this power you must agree to make my one wish come true. Accept this contract and you accept its conditions, while living in the world of humans; you will live unlike any other. A different providence, a different time, a different life…the power of the king will condemn you to a life of solitude. Are you prepared for this?"

Among the flashing images and visions Lelouch was having at this moment one he saw of his own father a man in his sixties with white hair hardened his resolve and wiped away any second thoughts he might have been having.

"So a convergence with the Ragnarök connection...the myth is beginning once again?" Charles zi Britannia declared.

"Yes! I hereby accept the terms of your contract!" Lelouch declared as everything suddenly returned to normal, but Lelouch realized something was different about him and so he stood up with one hand over his left eye.

"Are you alright?"

"Yes, but I am not sure what happened however something is different now...I can feel it."

Lelouch opened his left eye revealing it was glowing red with the emblem of a phoenix taking flight.

"What kind of power did you just receive?"

"I think-" The young man was going to speak, but Mami was recovering from her own experience with C.C. However unlike what Lelouch experienced Mami's own experience was quite different as she looked up at Homura.

"Homura…what happened?"

"Mami?" Homura began, but she was speechless as moments ago Mami Tomoe didn't recognize her but now she clearly remembered her. "Do…do you remember me now?"

"Yes…I…I remember everything." Mami said as her eyes were filled with confusion, but more than that she was trying to grasp everything that had happened the moment when C.C. had taken her hand.

'_Mami Tomoe, when the universe was different you were a Puella Magi as the result of a wish you made. Since Puella Magi don't exist in this new universe you have lost that power. However because of your ties to the ones who rewrote the laws of the universe you are an irregularity. Through me you will regain your power as a magical girl, but with it your memories of the various timelines and universes you existed in. They are a terrible burden because many of them ended in tragedy for you, but if you desire the power to change the world it's a price you must accept. So do you wish to remember and regain your power as a Puella Magi?' _C.C. had asked her.

Mami Tomoe was hesitant, but she accepted resulting in the restoration of her memories and her powers as a magical girl.

"Everything-" Homura said feeling uneasy as she assumed a defensive stance.

"Relax Homura-chan…I remember everything including all of the previous times we have met in different timelines so I understand everything more clearly now, but all of this." Mami said before her expression turned sad at all of the death and destruction around them. "What happened to our world?"

"I wish I knew the answer, but I don't think it would be possible for us to find out right now."

"I agree...we have other concerns to deal with first before we can try to address that."

"I am a little confused right now, but would someone tell me what is going on." Lelouch inquired.

Before any could be given the group was once more interrupted when another Sutherland was heard in the distance approaching them before Mami and Homura saw its approach, but unlike the last two this one wasn't poised to attack but merely investigating the destruction of the other two Sutherlands. Lelouch had an idea and stopped the two girls as they got ready to dispatch it.

"Wait I got an idea."

"What do you mean?" Homura inquired.

"Remember what she did to me. I think I can use it to help us, so give me a chance and I'll handle this."

"Are you sure about?" Mami said hesitant to leave Lelouch to deal with a dangerous foe like a Knightmare Frame.

"Let's trust him Mami-san." Homura suggested as she and Homura took cover.

The two teenagers took cover in the remains of the stairwell leading underground as they waited for events to unfold before them. Seconds later a RPI-13 Sutherland entered the warehouse finding the wreckage of two Knightmare Frames while near them laid the dead bodies of the royal guard. Inside her cockpit Villetta Nu was surprised by the scene, but soon she quickly noticed Lelouch.

"How could all these Royal Guards be dead?" Villetta said thinking out loud before pushing a button in her cockpit to address the teenage boy before her. She seriously doubted he could have done it, but at the same time Villetta was wondering if the boy was a hostage who was likely taken from a Britannian school. "What happened here…and why is a Britannian student in a place like this?!"

Homura watched silently, although she had reacted swiftly to the attacking machines before but the sight of them was a shock to Homura since she had never seen anything like them before. If she had any doubts left that the world she was in now was different than before then the Sutherland was the final proof of that.

"Are you deaf? Answer me or I'll…" Villetta said losing her patience firing off her Sutherland's battle rifle putting holes in the walls above the head of Lelouch. "Answer me!"

"I order you to come out at once!" Lelouch commanded activating his Geass.

"Who the hell do you think you are to order me?"

'_Of course it only works with direct eye contact.'_ Lelouch thought realizing his mistake before taking a new approach.

"My name is Allen Spacer, my father's a duke. I was kidnapped by these Eleven bastards, but in the confusion of an attack by two of your fellow Knightmare Frames here I managed to escape." Lelouch said as he fabricated a story.

"Nobility?" Villetta said feeling both a little skeptical and concerned. On the offhand it seemed rather unlikely the son of a Duke would end up here, but on the other hand if she kills him and finds out if his story was true then her career along with possibly her life was over.

"My ID card is in my breast pocket." Lelouch said raising his hands up. "After you confirm who I am, I'll request your protection."

Deciding not to take any chances and the idea of a skinny teenage boy overpowering her seemed very unlikely, but still she couldn't risk her career by killing him so quickly. She disembarked her Knightmare Frame with her side arm ready. "Keep your hands up in the air; I'll take out your ID."

"Now then, hand your Knightmare and your gun over to me." Lelouch ordered using his power for the first time.

"Understood…the code number is XG21G2D4." Villetta said instantly under his control who gave him both her activation key and her gun.

"Got it."

Homura was impressed as the woman had been reduced to an obedient servant once Lelouch had her under his power, which granted the three teenagers access to a Knightmare Frame. Leaving the woman behind in her mind-controlled state Lelouch gestured for Homura and Mami to follow him, but before boarding the Knightmare Frame with Lelouch and Mami the black haired magical girl dropped a grenade and rolled it near Villetta's feet deciding it was best to eliminate any enemy pursuers. The grenade detonated once the trio was inside the cockpit with Lelouch activating the machine. He sat in the pilot seat, but Homura and Mami was having difficulty trying to get a good seat inside the single occupant cockpit.

So space was rather cramp.

"Ok let's get out of here, so we can devise a plan of escaping this ghetto."

* * *

A/N: thank you for reading and I hope you enjoyed the chapter. I'll post the next one in good time once I update some of my other stories first. Now that this one is out of the way I can tend to my other stories.

Also just so there is no confusion on their ages: Homura is 16-17, Mami is 17, Sayaka is 16-17 and etc.

I haven't quite decided on a pairing for Lelouch yet, but I am going to see how recent chapters turn out otherwise I might default to Mami, but Sayaka and Kyoko are being considered. I am doubtful Madoka could work, but I am very doubtful in Homura's case...however I am contemplating them as well too.

I thank you in advance for your reviews.


	2. Chapter 2 Destiny Realigned

A/N: Thank you very much for the reviews and the feedback. This was a tough story to write considering the universes I am working with here. Then there is making it work in a way that can make for a good story and have some good twists and surprises in for you guys.

First for those who left reviews with questions in them I answered them via PM, but for those who left guest reviews I shall address some of the concerns they noted. I do the same for any new chapter I post if I cannot respond to reviews I do a quick Q&amp;A for guest reviews and/or general questions I get from reviews.

**Ramos:** You're assuming I am going to follow canon and have Lelouch captured at the end of R1. I have something quite different planned in mind for Shirley and Rolo. I understand your concerns and I appreciate it, but I got rid of Villetta because I had no need for her character. I plan for the Black Rebellion to end quite differently and for this story it would be a very bad idea for Lelouch to get captured considering the forces aligned with Britannia.

I should have mentioned this in the previous chapter, but I forgot to do so. Unlike some of my current works I see no reason to do a harem for this story. I just don't see how one would even happen all things considered, but we'll see how the story unfolds. I just can't see how I would justify it without hurting the story. Not to mention it would feel kinda cheap to do in this story, but if you guys believe otherwise I would like to hear your thoughts on the matter to justify it or not.

As for the main pairing for Lelouch I am still undecided for now, but I regrettably threw up a poll to help me out and make my decision. In the meantime I am going with my "everyone gets a fair shot at Lelouch" rule which means those who have the best moments and chemistry with Lelouch will likely become his intended girlfriend and maybe eventually something more.

After this entire story isn't going to end in about a week or a month as I am almost expecting for it to almost take a year or a little more than a year give or take a couple of months.

In this chapter we get our first look at our villain.

* * *

Chapter 2

Destiny Realigned

As the situation worsened in Shinjuku Ghetto it was business as usual for Shirley Fenette as she had just finished changing into her swimming suit for her afternoon physical education class which would be performing exercises in the swimming pool. As she was putting away her school uniform while overhearing some of the chatter of her fellow classmates going on behind her as they were watching a game show on a portal TV one of the students brought her cell phone began ringing.

"Ah, Lelouch?" The orange haired teen said recognizing the number on the caller ID upon which she answered it. "What in the world have you been doing? Where are you now? If you keep cutting class, you'll get held back."

After Lelouch endured that bombardment of questions as he no doubt realized that Shirley was likely upset with the fact he hung up on her although it did almost get him killed. "Are you near a TV?"

"A TV?"

"Sorry, but this is important." The young man asked as he maneuvered the Sutherland he had stolen behind a ruined building for cover.

"Hang on." Shirley replied before she turned to the students behind her looking at their TV. "Hey, can I change the channel?"

"Huh? To what?" A female student inquired which Lelouch overheard.

"The news, is there anything about Shinjuku?"

"News? Uh, let's see…" Shirley began as she began following a news report on the first channel they came across. "There's nothing on except for traffic restrictions?"

"Why is it restricted?"

"I don't know. They're not saying."

'_I get it…once they finish everything off, they'll release news that favors the military.'_

"Ooh, you're gambling again, aren't you?" Shirley began giving Lelouch another lecture, but for once he allowed the girl to win this argument if for the sake of moving on to more important matters. "I've warned you before more than once how dangerous that is!"

"Yep, you caught me." Lelouch admitted before adding. "By the way, tell my little sister that I'm gonna be late home tonight, would you? Thanks…"

"Oooh!" Shirley exclaimed as Lelouch hung up on her. "Why does he always hang up on me like that?"

The girl tried to call him back, but all she got was the following message.

"The number you have called is beyond service range."

"Oh darn it, not this again."

Back in Shinjuku the young man put away his cell phone while taking care to make sure it was off this time to avoid a near-death experience like one he had a short time ago.

"So what exactly are you intending to do?" Homura inquired as Mami watched.

"They have restricted traffic near Shinjuku Ghetto for information control, so when they wipe out everyone here they can make up whatever story they want for the public to believe. As such they need to keep a lid on this information, so it'll be hard for them to call in reinforcements. They'll have to make do with the pieces they have on the board."

"Right, but they have more than likely surrounded this place cutting off any way in or out." Mami added joining the conversation.

"Exactly, so we're stuck here. Breaking out by ourselves could be suicide if we are not careful. Security would be very tight unless we can reduce the number of troops making up the encirclement to create holes in which we could slip out through."

"Seeking refuge might be safer, but that is risky too." Mami said prompting Lelouch to nod before he said.

"Yes because if they are willing to go this far to cover up the fact your capsule got stolen then they won't stop until they find you."

"So breaking through that encirclement is our only option then." Homura said.

"It would seem so, but we need to reduce the number of soldiers surrounding the ghetto to guarantee our escape without anyone seeing us. Considering your power you could slip by, but I don't know if you could take me with you. However-" Lelouch was saying, but noticed that Homura and Mami were briefly distracted when they saw a family and some children in the distance who had met their ends at the hands of Britannian soldiers. "Otherwise for all of us to escape that would mean we need to give the resistance here a helping hand to even the odds."

Homura was silent, but it was true as long as Lelouch held her hand she could freeze time and Lelouch could follower her with the same being for Mami too. But seeing the carriage all around her tugged at the girl's heart knowing that she was indirectly tied to this, however there was something she wanted to know too. She knew Mami wanted to do something about the slaughter of the ghetto's inhabitants, the expression on her face said it all.

'_Why was I imprisoned?'_

"You plan to help the resistance fighters then?" Homura said as she didn't object through hoping it would give her an opportunity to get some answers.

"Yes and in hindsight it was a good thing I swiped this. The resistance fighter who boarded one of their own machines they had stored on that truck dropped this communicator." Lelouch said as he drew out a communicator he had in his breast-pocket under his school uniform. "We'll need a few things, but between my new power and your magical abilities we can make it happen.

* * *

Meanwhile as Homura, Mami and Lelouch made preparations for their plan Suzaku Kururugi was waking up inside the medical truck parked by the G-1 just outside of the Shinjuku Ghetto. The last thing the young man remembered was the royal guard arriving and then something exploding behind him….then nothing. As Suzaku sat up as he was trying to focus despite a throbbing headache currently had.

"So are we having a bad day?" Lloyd Asplund asked in an oddly cheerful tone. "Looks like you missed a chance to go to heaven, Private Kururugi."

"I did?" Suzaku asked rubbing the back of his head as his vision cleared and his headache was subsiding a little, but his head still felt sore. "Where?"

"Oh we're still in the Shinjuku Ghetto." Lloyd explained as his assistant Cecile Croomy approached with a bottle of water and a bottle of aspirin in hand.

"With Prince Clovis nearby this is probably the safest place anywhere." Cecile said handing the two items to Suzaku who took them in hopes of taking care of his headache.

"Is Lelou…?" Suzaku began before quickly realizing his near mistake and then correcting himself. "What's the latest on the situation?"

"It looks like the poison gas was released." Lloyd replied, which surprised Suzaku because of the fact he knew there was no poison gas. "Massive Eleven casualties have been reported."

"They haven't caught the perpetrators yet." Cecile added.

"They haven't, huh?" The brown-haired Japanese boy said as he was eager for the aspirin to start taking affect. "Not yet?"

"Private Kururugi, how much experience do you have in piloting a Knightmare frame?" The bespectacled man in a lab coat asked.

"But there's no way an Eleven would be made a knight." Suzaku said as the sudden question was rather surprising and unexpected for many reasons being that Britannia would never allow anyone who wasn't a Britannia to pilot a Knightmare Frame.

"Well, supposing you could?" Lloyd asked holding up a gold activation key.

* * *

Elsewhere at that moment the red Glasgow being piloted by Kallen despite her best efforts was ultimately fighting a losing battle as she was one Knightmare Frame fighting an army. Actually her situation was worse than that being a single resistance fighter using an out-dated Knightmare Frame that had only one arm and nothing but its fists and a single slash-harken to use. Despite the odds stacked against her Kallen kept fighting trying to defeat as much of the enemy as she could.

"Those damn Britannians!" Kallen cried out in rage after she shot down another combat helicopter with the slash-harken from her machine.

"Kallen, can the Glasgow still move?" Kaname Ohgi asked through an open channel.

"Don't worry Ohgi, it's all right. I'll decoy them! Get the people out of here." Kallen said as she went to engage another pair of combat helicopters who were attacking a group of fleeing civilians. "The only ones that'll be captured are those of us in the resistance."

"I know but we're trapped, they've got us completely surrounded." Ohgi replied as his situation was equally as grim as Kallen's if not worst as he was sitting on a rooftop while one of his fellow comrades was trying to fend off the Britannians with a rocket launcher.

But for Kallen her situation went from bad to worse as one of the Sutherlands she had faced earlier on the highway when they were sent to pursue her arrived on the scene with an extra Sutherland trailing behind him.

"It's our Glasgow friend." Jeremiah Gottwald said with a smile from inside his cockpit before firing his weapon on Kallen who fled knowing full well she could not take on two Sutherlands at once.

"Just 30 minutes left!" The red-head resistance fighter said with a mix of frustration and sadness knowing this would likely mean the end for her soon unless a miracle happens.

"The west entrance." Lelouch said suddenly speaking through an open communication channel using the communication device she had dropped earlier. "Use the tracks to move to the west entrance."

"Who's this? How do you know this code?" Kallen demanded.

"That doesn't matter." Lelouch said before adding. "If you want to win, you're just gonna have to trust me."

"To win?" Kallen said before realizing that no matter what she did not from this point on it was going to result in the same fate so with nothing left to lose Kallen did as she was interested using her slash-harken to climb up the bridge and jump onto the tracks above. "Okay, what am I supposed to do now?"

Behind her Jeremiah and his comrade were in hot pursuit.

"You pathetic eleven; if you simply run away, this hunt hasn't much to offer in the way of sport." The blue haired Britannian noted as he and his comrade behind him were closing the distance between them and their quarry.

"Since you trusted me, you're gonna win." Lelouch said as Kallen saw a train approaching her from the front. "Jump onto the train!"

"Gotcha!" The red-haired pilot said as she did just that leaving Jeremiah and his companion to catch the moving train.

"You think you can get through that way, hmm?" Jeremiah said as he observed his target moving away before realizing her intention. "If that's your plan, then," The man turned to his comrade and decided to send him after their target. "You…go after the Glasgow."

"Yes, My Lord!" The pilot of the second Sutherland replied before he attempted to leap onto the train, but when he got into the air he was quickly shot down by another Sutherland that had been lying in wait within a ruined building overlooking the tracks.

"What the...?" Jeremiah began before noticing the Sutherland who believes was accidently shot by a fellow soldier. "Shot by friendly fire? What is your name and your unit?! We're after the one armed Glasgow." Jeremiah didn't even have a chance to finish as the Sutherland piloted by Lelouch opened fire pelting the struck Sutherland with bullets. "Oh my god! A terrorist?!"

Jeremiah attempted to counterattack, but Lelouch's shots had damaged the legs of his machine rendering it immobile. A fierce battle cry from Kallen was heard as she was coming back around to land a kill to finish off the crippled Sutherland.

"You son of a…" The Purist Faction member realized he would be killed if he stayed so he quickly ejected from his machine escaping to fight another day.

"You saved me, but how did you get a hold of a Sutherland?" Kallen asked, but when she turned to the Sutherland who had saved her from Jeremiah only to find the machine and its pilot were gone. "What? Where did he go?"

"Kallen, what the hell was that radio message earlier?" Ohgi asked as he and most of what was left of their resistance group hurried to Kallen and the stalled train.

"What? He contacted you, too?"

"Sure did, and Yoshida's group ought to be here soon." Ohgi answered before he began receiving a radio message from their mysterious ally.

"Are you in charge?" Lelouch asked Ohgi before waiting for a reply.

"Ah, yeah."

"I present to you the cargo in that train over there. They're tools for your victory." Lelouch said as Kallen from within her Glasgow used her machine to open one of the trailers revealing Sutherlands inside each one with enough to provide Ohgi and the others with Sutherland Knightmare Frames. This unexpected set of tools caused Kallen's jaw to drop in shock and awe. "If you want to use them to win, then follow my orders."

"Amazing! Maybe we should give this guy a chance." One of the resistance members said as all of them were virtually won over by the gift of Sutherlands they had received.

"All this? But how?" Kallen said in amazement, but her thoughts were interrupted when Lelouch contacted her.

"Woman in the Glasgow!"

"Y-yes!"

"Stay where you are. Your unit's gonna run decoy. You got that?" Lelouch instructed as he had already worked out a plan to turn the battle around, especially if his opponent was Clovis.

"Understood," Kallen replied.

"Energy filler status?"

"About 15 minutes worth," The red head answered.

"Then recharge it!" Lelouch ordered before he further added. "In ten minutes, I'll contact you with your next instructions."

Turning off the radio Lelouch leaned back in the chair he took a deep breath.

"This is wearing me out."

"You handled yourself well." Mami complimented.

"We'll take care of our own role in the plan and rendezvous at the location we discussed." Homura said before Lelouch nodded opening up the cockpit to let the two magical girls out. Once they were out Mami summoned her soul gem into her hands before transforming into her magical girl form which had a more western look to it complete with brown boots, black thigh-high socks with yellow lines, a dark yellow skirt, a white shirt with a yellow ribbon and a beret with a white feather and a flower-shaped hairclip containing her soul gem.

"You may have magical powers, but you two better be careful out there."

"Same to you." Homura noted dryly.

"Please be careful yourself as well Lelouch-kun." Mami said before she and Homura declared for their own task the two girls needed to fulfill while Lelouch worked to lead the resistance fighters to reduce their numbers.

* * *

Meanwhile as the resistance fighters prepared for their counterattack, aboard the G-1 Clovis was discussing the situation with his staff officers and his right-hand man. So far the battle was going in their favor, but still they haven't found any sign of the contents of the missing capsules which was causing Clovis to feel a little nervous. He kept a disinterested look upon to hide his growing fear of what would happen if his father and others found out about what happened, but there was one he feared more than his own father should he discover what happened.

"The terrorists are mixed among the Eleven populous and they're mounting a minor resistance against us." Bartley explained before turning away from the tactical display before him to face his superior. "But they pose little threat to our vastly superior army."

"We know that. Moving on," The prince replied feeling impatient.

"Understood, Your Highness…the gas capsules will be," The obese general and former civil servant began before Clovis cut him off.

"What the public thinks."

"Yes…we'll keep searching for them." Bartley said trying to assure his superior.

"Either way I want those two captured dead or alive."

Suddenly an audio only message with a priority one signal was coming in, but when Clovis recognized the coding coming from the Knight of Two, a member of the Knights of the Round and an elite bodyguard to his father the Emperor, the prince's blood drained from his face.

"Everyone…I COMMAND THAT ALL OF YOU LEAVE NOW," Clovis shouted rising from his throne as Bartley and the other staff officers scrambled out of the room. Once they were gone Clovis turned off the lights shutting down the security cameras leaving only the communications station operational so he could take incoming transmission.

On the screen before him was a woman wearing a black and blood red uniform similar to those of the famed Knights of the Round, although the colors of her uniform was drastically different from the others. Unlike some female members she did not wear the standard skirt and wore blood red pants to match her uniform coat. Her cape was a little more elaborate than other members of the round with the high collar flared out like that of a sun. The cape was black with gold trim, but her most distinctive feature was her polished gray mask.

The mask was flat and smooth on the left side of the head, but the other side seemed demonic in nature with a circular blue gem for an eye and a moon-like emblem on the forehead. The female Knight of the Round sat upon a throne tapping her fingers on the armrest barely concealing her anger. She may have been an elite bodyguard to his father, but the fact was that this woman wielded considerable power as she led the Office of Secret Intelligence, which was an agency that was answerable to only the Emperor.

But Clovis knew that was merely the tip of the iceberg as the woman, who despite wearing a mask could feel her glaring at him, wielded much more power than rumored as she was literally Emperor Charles zi Britannia's personal enforcer who did not hesitate to execute those deemed incompetent to the Empire.

"My Lady Kriemhild Gretchen it's a pleasure to speak to you again." Clovis said speaking as polite as possible, but he knew why she was calling and he feared for his own life as he began sweating even more than before.

"Be quiet you pathetic excuse for a prince. You know perfectly well why I have called Clovis, so to say that I am greatly displeased about what has happened is an understatement." The woman snapped with a deep and electronically altered voice that her mask produced.

"We're handling the situation right now. We will have her and the other girl back in our hands soon." The viceroy of Area 11 said trembling where he stood.

"No excuses Clovis…I want Homura Akemi recaptured no matter what it takes. Fail me and the consequences will be most fatal. Your father is already looking to find a more competent replacement, so he'll be eager to replace you if I deem you too pathetic to continue…do I make myself clear." Kriemhild said in a very dangerous tone.

Clovis swallowed hard before he replied. "I understand completely."

"The next time I call pray you have better news for me."

With that the Knight of Two signed off leaving a terrified Clovis behind as he was more determined than ever to find the two escaped girls, because failure would mean his execution.

* * *

"Hey, are you certain about this whole thing?" Said one Shinichirō Tamaki as he was probably the only member of the resistance group who was skeptical about the whole idea of trusting someone they didn't know. "They've all had their IFFs removed. What if this is a trap?"

"The other side has total advantage in this war. They don't need to set any traps." Ohgi answered from inside one of the stolen Sutherlands. "All right people, let's move. Get to your assigned points."

"P1, can you move?" Lelouch asked calling using the communicator he had. "It operates basically the same as what you're used to."

"Can't you tell us who you are, at least your name?"

"I can't do that." The former prince replied quickly. "What if these signals are being intercepted? Anyway, if Q1 is on schedule, enemy Sutherlands, probably two of them, will reach you in 23 seconds. Shoot them through the wall."

"Aaarrrg, he's out of his mind." Tamaki complained.

"Everyone, double check your weapons." Ohgi said adopting a serious expression.

"What?! Are you serious?"

* * *

Aboard Clovis's G-1 the nervous and frightened prince was hoping for results more than ever as Bartley and his assistants the Staff Officers had just received word that the red Glasgow that was part of the resistance's forces had been spotted.

"Enemy spotted at point F 31." A Staff Officer reported.

"A feint, eh? How pedestrian." Clovis mocked gradually feeling better and more confident he could turn this around.

"Tell Laslo's squad to go straight in." Bartley ordered before adding. "Have Eugene and Valerie strike from the rear."

Unfortunately for them Ohgi and his group were laying in wait for Eugene and Valerie. Just as they were passing through a ruined alley a hail of bullets shot through walls hitting both Knightmare Frames destroying them and their pilots who didn't have a chance to eject.

"Sir Eugene and Sir Valerie, both units lost."

"An ambush?" Clovis said as he was surprised, but he quickly wrote it off as getting lucky.

* * *

Hiding inside the ruins of a large office building Lelouch smiled as he saw the Knightmare Frames that had been meant to attack Kallen from the rear had been swiftly destroyed thanks to his well placed ambush.

Lelouch laughed to himself as he twirled a black chess piece around with his fingers.

'_An ID signal can be a double edged sword. If an enemy were to capture a unit that can see them all then we can plan ambushes and catch the enemy by surprise before they even realize what is going on.' _Lelouch thought before he added. _'If they can follow the orders I issue then we got a shot at winning this.' _

Lelouch used the radio once more to issue a new set of orders. "P1, P4, P7, move a hundred meters to the right and fire your slash harkens toward 3 o'clock."

"You heard him…do what the voice says." Ohgi said as everyone, but a reluctant Tamaki followed suit.

"Damn, what else does he want us to do?"

"P5, ready?" Lelouch asked addressing Tamaki directly.

"Yeah…quit calling me that." The Japanese man grumbled getting into the cockpit of his Sutherland.

Watching from the cockpit the battle steadily began to turn in favor of the resistance who thanks to the Sutherlands she and Lelouch had acquired for them as well as the young man giving them orders using the IFFs of all of the enemy units to launch surprise attacks or corner them with pincher moves. Either way the Britannian Forces who had normally enjoyed easy victories and steamrolling small resistance groups who never put up a fight were being caught completely off guard.

Their lax and their overconfidence left them wide open as Lelouch was easily able to capitalize on that as well, but of course it helped that the commander of the Britannian forces for this fight was without question one of the worst military commanders in Area 11.

This was made even more evident by the fact that Clovis and his Staff Officers including Bartley failed to realize the enemy was monitoring their movements through the IFF signals of their forces and not their transmissions as they were convinced of.

Meanwhile as Lelouch continued to dominate the battlefield and wear down their numbers through masterfully carried out hit-and-run tactics mixed in with some well placed ambushes Homura and Mami were working to complete their own tasks as well. However along the way Mami saw to it to help in the effort as much as she could as she and Homura had dispatched a Britannian troop patrol that had been chasing down fleeing civilians. Mami was reluctant at first to attack them, but seeing all of the bloodshed around her allowed Mami to harden her resolve and find the strength to do what had to be done.

But that didn't make the act of killing a human being no less easy even though she remembered from a previous timeline on how she had killed a dear friend in cold blood in what was meant to be a mercy killing.

"How could any country condone such brutality?" Mami said after taking a moment to take a deep breath.

"I don't know as I am not aware of Britannia and what their country values, but I can't imagine Madoka or any of the others wanting to live in such a world." Homura replied with restrained anger in her voice.

"I hope Kaname-san and the others are doing ok."

"We'll find them after this."

Homura wanted to find Madoka and protect her once more, but considering what happened to her the black-haired magical girl was worried. This was another reason she was cooperating with Lelouch to not only find out why she was experimented upon and locked up, but to discover if Madoka was being put through a same similar fate. If so then she hoped to find out where she was out so she could get her out and then after that she would need to decide how to proceed next.

* * *

As everything proceeded well for Lelouch as Homura and Mami had just about finished with their own objectives on their end Clovis grew increasing more desperate. Other than the resistance groups mounting a very successful counterattack, but the same time the Viceroy didn't know about the fact he had two powerful magical girls who were also taking out various groups of their soldiers even further dwindling down their numbers. In the face of such looses and refusing to lose this battle Clovis rose from his throne and approached the tactical display deciding to take direct command personally while Lelouch waited for him to make his move.

The next move could decide the battle.

"So do it…we'll have to bring up Quincy's squad."

"My Lord that will break the encirclement." Bartley warned.

"Then we'll reinforce the breach with some of the units guarding me. All we know for certain is that enemy forces are here." Clovis replied as his orders were carried out, but he had just committed a huge blunder and Lelouch was going to take full advantage of it for all it was worth.

"Well that's a more stupid move than I expected." Lelouch said before calling Kallen. "You, Q1, do you have an area map?"

"Yes, I have a map of the old town. But it has no current land marks."

"It'll do." Lelouch answered before Kallen sent over the map. After taking a moment to study it over the young man had a plan in mind. "Attention all units…listen carefully to what I am about to say."

A short time later back on the G-1 Clovis was confident he would win as he was throwing whatever units he could muster without breaking the encirclement towards the location of the enemy intending to wipe them out.

However the number of units that make up the encirclement was greatly reduced.

"All right, send in Burt's and the others too." Clovis ordered before following it up with another order. "Concentrate our forces there…surround them. The enemy's main force is that center dot. Finish every one of them off."

But when the horde of forty eight Knightmare Frames descended on the spot where Clovis was led to believe the enemy was gathered at all they found was nothing but broken stone and some ruins. Unknown to Clovis and his men Ohgi and the others had made their escape using the tunnels below them. With Kallen taking up the rear she used her slash harken to cause gigantic cave-in resulting in the area in which those Sutherlands had been led into collapsing under the feet.

The tactical screen for both Clovis and Lelouch was filled with the words LOST.

* * *

This massive blunder brought Clovis's fear to its peak as he realized the situation he was in was much worse than before which also meant he was facing a death sentence now if he didn't do something.

'_Who? Who in the hell am I up against? What if he's even better than Tohdoh?'_

"Lloyd!" Clovis called out to Lloyd who had called earlier while they were in the middle of attacking the resistance fighter's positions before realizing they had been led by the nose into a trap.

"Yes, your Highness." Lloyd replied as his face was upon the main view through an open video channel.

"Can it win; will your toy beat them?"

"My Lord, please be so kind as to call it Lancelot."

* * *

The battle continued to proceed well for Lelouch as the number of units making up the encirclement and protecting Clovis's G-1 continued to dwindle down. Victory was close for Lelouch, but he still needed to keep pushing if he wanted to reduce their numbers further and force the enemy to call a retreat. However that would depend on Clovis of course.

But if that didn't work then Homura and Mami were preparing a plan B just in case.

Lelouch was in a good mood, but he was about to learn just as the battle could be turned against Clovis the same could happen to him.

"Another push and the check point will fall."

"This is B group, reporting enemy presence." One of the resistance members reported suddenly.

"Reinforcements…that seems a little unexpected," Lelouch said before picking up the radio. "Status?"

"Everyone ejected, but they took out four units in nothing flat."

"Enemy numbers?" The former prince inquired.

"Just one…it's not a Sutherland. I think it's a new model. I've never seen anything like it…Ah!" The resistance member was saying before he got cut off.

"What's happening out there?" Lelouch demanded.

"This is P6…we have engaged the unknown, but I can't believe that thing deflects bullets."

"What? It reflects bullets?"

"Arrh, what do we do?" P6 asked before he was taken down swiftly followed by another resistance member being taken out.

"Lelouch," Homura said speaking through a radio they had taken from a dead Britannian soldier, but changed the channel and code to one to be used between them. Picking up the second radio he spoke to the young girl. "We're ready on our end, but I think you should get out of there now."

"Good because I think these men are turning out to be rather useless for terrorists, even with all the resources they have, they're being beaten by one unit." Lelouch said with a look of frustration.

"Mami and I see it and its moving a lot faster than any other machine we have seen, so I think you should get out of there." Homura warned.

"A brand new machine or not its pilot is only human." Lelouch said defiantly as he wasn't ready to throw in the towel yet. "N4, N5, hold there. When the rear units arrive, surround that thing."

"Roger that," One of the resistance pilots replied. Sadly it ended up being the same result as one was taken down before the second was swiftly defeated, but not before crying out. "WE CAN'T STOP IT!"

"N units, what is it?" Lelouch asked, but this time he got no response. "What happened? Something I didn't foresee?"

"Lelouch-san I really think you should go, because that thing is heading straight for you." Mami warned, but it was too late.

The Z-01 Lancelot which had singlehandedly wiped out most of the resistance fighters using Sutherlands had detected the Sutherland Lelouch was using. It quickly scaled the ruins of the Tokyo Metropolitan Government Building using one of its forearm mounted slash-harkens to reach the floor Lelouch was hiding on.

Now Lelouch was face to face with the Knightmare Frame that had single-handily been ruining his plan as it attacked him.

"You mean this thing's what's ruining my plan?"

"Are you the guy that's in command?" Suzaku demanded, but Lelouch couldn't hear him anyway.

The Lancelot attacked grappling the left forearm of the Sutherland using its slash-harken mounted on its right forearm as it was crushing the left forearm rendering it useless.

"Nothing more than a pilot," Lelouch snapped as he struggled to fight back against his superior foe. "How dare he!"

Suddenly the floor below the two machines gave way with Lelouch and Suzaku falling down four floors splitting the two up, but Lelouch realized he was hopelessly out matched against the Lancelot.

"No choice, I've got to get out of here." Lelouch said.

"Lelouch, hurry to the rendezvous point. We're on our way." Homura said before Lelouch tried to make a break for it.

"I am on my way," Lelouch began, but he soon saw the Lancelot coming at him performing a spin kick which he was barely able to block but it knocked him to the ground. He would have been at the Lancelot's mercy if Kallen hadn't intervened at the last second putting up a valiant effort against the Lancelot.

"Hey I am returning the favor."

Seizing the opportunity Lelouch ran, because he knew nothing he could do would help Kallen as she ultimately was forced to eject when the Lancelot overpowered her. As Lelouch was fleeing the battle in their stole machine hoping to lose it, but the Lancelot was hot on his heels and closing in fast.

'_I can't allow myself to lose…not here and NOT NOW!' _

Turning around while moving in reserve Lelouch used the Sutherland's remaining good arm to fire off a spray of bullets in an effort to slow down or stop the Lancelot. When he realized it wasn't working Lelouch began shooting some of the buildings they were passing hoping the falling debris would do the job instead. Much to Lelouch's frustration and worry the machine effortlessly evaded everything that tried to bar its path.

"That damn monster's unstoppable!"

"Bastard…he's tearing things up for no reason!" Suzaku said as he continued to pursue his target, but he noticed a woman holding a baby was falling to the ground.

Breaking off the pursuit Suzaku quickly saved the woman, but it provided Lelouch the chance he needed to get away.

"In the midst of battle he rescues someone?" Lelouch said before he added. "Hm, I concede you the tactical victory here…nevertheless."

Lelouch activated the Sutherland's ejection system before riding the ejected cockpit block to safety before it landed near a rundown alleyway. As he emerged from the cockpit Mami and Homura had arrived, although Homura retained a passive expression the blonde haired woman had a look of concern on her face.

"Are you alright Lelouch-kun?"

"I am fine…I am glad that machine broke off its pursuit, but you two were successful on your end right?"

"Yes and we captured three Britannian troopers whose uniforms should be our size." Homura answered.

"Good work, but we must hurry."

* * *

Meanwhile Kallen was running through the battlefield after abandoning the cockpit block of her Glasgow after it ejected itself a safe distance away from the battle. But the young woman knew she was still in danger unless she found cover and fast.

"Kallen!" Ohgi called out leading the young red head into a warehouse they were using as their base and a safe heaven. They had taken in some of the civilians for protection as well even through most of them were holding Ohgi and the other responsible for what happened, but Kallen and Ohgi ignored it for now as the two were more interested in what happened to the mysterious voice who had been helping them.

"Ohgi, who was that voice we heard?"

"Damned if I know." Ohgi answered sitting down by a radio and communication set up he had on the ground. "He doesn't answer when I call so maybe he…"

Suddenly the doors of the warehouse were blown up as a tank followed by squads of heavily armed Britannian troops poured into the warehouse effectively cornering Ohgi, Kallen, Tamaki and everyone else.

"There, you see!" Tamaki began holding his assault rifle ready to go down fighting. "Instead of following somebody we don't even know we should've used the poison gas."

"But he…" Ohgi began, but he was speechless.

"Damn Nagata to hell!"

"So this is where you eleven vermin scurried off to." A Britannian soldier peeking out from the top of the tank he was riding in. "Prepared to fire!"

"Naoto!"Kallen called out her deceased brother's name fearing the worst was going to happen.

"Commence…" The soldier was about to give the order when suddenly.

"Attention all forces…cease fire at once." Clovis began speaking over an open communication channel for everyone to hear. "I Clovis, third prince of Britannia and royal viceroy of Area Eleven, here by command you, all forces are ordered to cease fire at once. You also cease destruction of any buildings or property. All casualties, whether Britannian or Eleven shall be treated equally and without prejudice…in the name of Clovis la Britannia, you are here by ordered, cease fire at once. I shall allow no further fighting."

* * *

Once his announcement was done, aboard the G-1 the lights along with the security monitoring systems were shut off.

"Are you satisfied?"

"Very…well done." Lelouch replied, but now instead of his school uniform he was wearing the full combat uniform of a Britannian soldier complete with a helmet to hide his face. Standing to his left and his right Mami and Homura leveled their own weapons at the Viceroy. Even though they still had their magical girl powers active they were wearing Britannian trooper uniforms over their attire so they could slip in more easily and not be seen by the cameras. Although using Homura's power would have made it easier, but during the moment when they needed to interact with the world such as Lelouch using his Geass on Bartley and other Staff Officers and guards along with taking control of G-1's command center to ensure nothing of what happened next was recorded. It could be said they were being overly cautious, but given the situation Lelouch was in there was nothing wrong with that. Homura held a machine gun to Clovis while Mami held a musket created by her magic pointed to the Viceroy as well. Lelouch kept his own gun trailed on Prince Clovis as the three had successfully forced his cooperation.

"And what shall we do now? Sing a few lively ballads, or perhaps a nice game of chess?"

"That has a familiar ring." Lelouch said while removing his helmet with one hand while he kept his gun trailed on Clovis. "Don't you recall? The two of us used to play chess together as boys. Of course, I would always win."

"What?"

"Remember…at the Aries Villa?"

"You, who are you?" Clovis demanded as his assailant stepped out of the shadows allowing Clovis to get a good look at him despite the darkness.

"It's been a long time, big brother." Lelouch said revealing himself to a shocked Clovis before dropping on one knee as one would greet a member of royalty. "It is I the eldest son of the late consort Marianne and seventeenth in line to the imperial throne, Lelouch vi Britannia, at your service."

"Lelouch? B-But I thought…"

"That I was dead? You were wrong. I have returned, Your Highness, and I've come back to change everything."

Mami and Homura were shocked by this revelation as neither of them expected Lelouch to be a prince, although Mami was more stunned by this fact considering she knew more about this world than Homura did.

Despite being in shock from finding out that one of his younger half-siblings was still alive after being led to believe he was dead, a slight smile returned to Clovis's face.

"I'm overjoyed, Lelouch. They said you died when Japan was brought into the fold. What a blessing to have you back. We should depart for the homeland immediately."

"So you can use me as a tool of diplomacy?" Lelouch shot back coldly as he stepped closer to his older half-sibling with the gun aimed for his face. "It seems you've forgotten why we were used as tools in the first place."

A look of realization appeared on the older blonde haired man's face.

"That's right. It was because my mother was killed. Mother held the title of knight of honor but was a commoner by birth. No doubt the other imperial consorts held her in contempt. Even though you made it look like the work of terrorists, I'm no fool." Lelouch said before his voice seethed with anger. "You people killed my mother."

"It wasn't me. I swear to you it wasn't."

"Then tell me everything you know. The truth cannot be hidden from me any longer." Lelouch began activating his Geass. "You shall answer all of my questions!"

In that instant Clovis was caught under his Geass.

"Ask my older brother Prince Schneizel and Princess Cornelia. They could tell you?"

"They are at the heart of this?"

Clovis didn't respond, which Lelouch took it as a sign that he didn't know.

"Next question this girl here," Lelouch said while gesturing to Homura. "Tell me the truth about those capsules you convinced everyone else to believe they were poison gas capsules. Why did you go to such lengths to recover them and keep their existence a secret?"

"Homura Akemi was given to me three years ago by her ladyship the Knight of Two Kriemhild Gretchen with very strict instructions to keep her in a medically induced coma and any care required was to be handled only by female scientists and soldiers only. I believe she feared some of my men caring for her would be abuse or mistreat her which might result in her waking up. In exchange I was given funding and the means to conduct my experiments on the green haired girl who has been alive for possibly centuries."

"How is that possible, but it doesn't matter since she was shot in the head."

The enthralled Clovis shook his head.

"She cannot die…shot, burned or even impaled she simply rises back up again as if those wounds had never happened shrugging off death itself."

Homura, Mami and Lelouch were stunned, which meant that C.C. was still alive.

"What experiments you were conducting on her?"

"We were trying to understand the nature of her immortality and how she grants the power called Geass, but also we were trying to determine her relationship to ruins we believe the Emperor has been seeking that were found on Kamine Island that rests a few miles away from Shikine Island."

'_The Emperor is interested in these ruins, but could this mean he has the power of Geass or he knows of it?' _

Lelouch thought before deciding on another question. "

"Do you know why the Emperor is interested in the ruins?"

"Our father has been very secretive about the ruins and anything related to it, but Prince Schneizel and I have noticed and so we have been secretly collaborating with one another to determine the reason for his interest and find out that girl's connection to all of this."

"I see," Lelouch said appearing calm, but on the inside he was reeling from all he was learning. Lelouch had to consider the possibility his father either has a Geass of his own, possesses knowledge of it or most likely both.

Then there was Homura who was a magical girl with powers that defied all known forms of science in the world and then Mami who existed in the previous universe as they call it also was concerning. His mind was trying to grasp and piece together all of the information to make sense of it somehow, but what he was learning from Clovis wasn't enough.

"Where is all of your information and research you have conducted so far? And any documents related to Homura here?"

"You can access it on the console there." Clovis instructed as Lelouch went to the console and began copying the data after listening to Clovis's instructions on how to retrieve it. He managed to save it all to a disc before ejecting it and pocketing it inside his uniform. Lelouch had everything Clovis had in relation to Geass and Homura hoping with some time to go over it could learn more.

"Lelouch can you ask him one last question." Homura asked before walking over to Lelouch and telling him the question she wanted asked.

"Alright," Lelouch replied before turning to Clovis. "Tell me what you know about a Madoka Kaname, a Kyoko Sakura and Sayaka Miki?"

Clovis did not respond, which brought some relief to both Mami and Homura which meant that Britannia was unaware of them.

'_Or maybe Clovis isn't.' _Lelouch thought, but he said nothing.

The young man looked to his two female companions and once he was certain there was nothing further any of them could ask of Clovis the former prince released the Viceroy from his control, but there was still one matter they had to attend to.

Clovis was out of his entranced state of Geass before trying to remember what happened, but instead began shriveling and cowering before Lelouch raising his hands up defensively.

"I swear it wasn't me…I had nothing to do with it."

"I believe you, but-" Lelouch said as he aimed his gun at Clovis's head while Mami seemed shocked at what Lelouch was going to do. Homura merely observed the scene quietly since if Lelouch didn't kill him she probably would have to eliminate any witnesses.

"Please you can't…we may share different mothers but we are still blood."

"If I let you live you'll be a threat to me and Nunnally. Seeing how far you went to protect your title and status I can't trust you…besides…all of those innocent people you murdered just to protect your precious status as a member of the royal family." Lelouch said with a hardened look in his eyes.

"Wait…Lelouch-kun I think," Mami said seeking to stop Lelouch.

As much as the man deserves it for all he did, but the idea of a sibling killing another was too much for Mami to allow as it seemed wrong regardless of his motivations.

But before either Lelouch or Mami had the chance to speak further on the matter something unexpected happened and the world around them began changing like reality itself was being wrapped around them as they were being drawn into a very strange space which Mami and Homura seemed to recognize while Clovis was completely horrified.

"Oh god…she is going to kill me…she…sent one of her witches."

The space around them became that of what seemed to be a space that appeared to be the inside of a painting with a barren landscape and a red sky, all of which was made of paint. Lelouch was shocked by the world around him, but Mami came to his aid shielding him as Homura assumed a fighting stance. But as for Clovis his life was ended when a familiar attacked him before behind impaling him with its arm.

Lelouch watched in horror as parts of Clovis's body was used and incorporated into the living blob-like pant monster that had slain him. Even through he had been prepared to kill Clovis himself, but watching a man so brutally killed was still quite the scene. Several more Michaela minions appeared and proceeded to advance upon the group while in the distance the witch behind Clovis's assassination to silence him and the creator of the Labyrinth they were all trapped in appeared.

She was a witch Mami and Homura had faced before in different timelines, but to see it again was a surprise to stay the least.

She appeared to be a living monument of shorts, but they knew her name and identity: Izabel the artist witch of vanity.

* * *

A/N: and from there we finally fully break away from the canon. I tried to make things as different as possible, but I guess part of the reason why this chapter was so big was because I wanted to skim over Shinjuku as quickly as possible and move onto other things already. I tried different ways to start the story, but I wasn't satisfied with the other prototype chapters of this story so I started off with something familiar but slowly broke away from canon.

This time Clovis is taken out by a witch sent by a masked woman known as Kriemhild Gretchen, which begs the question to her identity…could she be Madoka, someone else…or **something** else altogether.

Either the group will need to figure out the true identity and nature of Kriemhild Gretchen if they want to undo the damage she has done.

Facing her now would be suicide, so Lelouch and Homura are going to need the rest of the magical girls brought back together again to stand a chance against KG and her forces, which also means human foes aren't going to be their only opponents.

Anyway thank you in advance for your reviews…I hope you enjoyed the chapter.


	3. Chapter 3 The Return of the Witches

A/N: Thank you for the reviews and favorites last chapter, I was seriously beginning to question if I had a good idea going with this story but now I am feeling a little more confident.

Yeah this chapter signals the return of the witches, but we also learn about some unexpected changes and issue their return along with those of the magical girls and why only a select few can "reawaken" as Puella Magi when the system itself technically no longer exists. Of course this means that human foes aren't going to be the only thing Lelouch and others are going to have to deal with.

An unexpected guest in this chapter can explain that along with some of the changes and new challenges the group will face because of the new rules being imposed upon the universe, which might complicate things even further for Lelouch.

I had a lot problems with this chapter, but I did have some reservations about the changes I made to the magical girl system but those I have tried to mention this idea to and bounce if off of them seem to be fine with it…I hope. So let's proceed with the chapter, so that goes without saying that some good feedback for this chapter would be very welcomed.

Let's see if this story can work out still after this, although I had been hoping to post this chapter before I completed another chapter for one of my other stories I couldn't hold back for much longer.

Also our main villain isn't exactly what you guys might think she is…sure KG is related to Madoka, but not quite in the way some of you might be thinking. I'll reveal more as the story progresses.

I tried to catch any further grammar mistakes, there are probably some still but I am hoping for the best.

* * *

Chapter 3

The Return of the Witches

It might have been easier to write off what Lelouch vi Britannia was witnessing as a bad dream, but this was reality as he was trapped in some kind of different dimensional space that looked like an old fashion painting with some misshapen humanoid figures coming towards him, Mami and Homura after one of them vicious killed Clovis. He felt useless and Lelouch feared his Geass probably wouldn't work on such creatures, although he wasn't willing to risk getting close enough to find out for sure.

'_If I get too close to them they'll rip me apart.' _Lelouch thought, but it was a different story as he saw Mami and Homura go on the offensive.

The powers they possessed and the skills in which they used them were remarkable without question. A part of Lelouch was envious for not possessing such abilities himself, but another part thought about the prospect of such allies with him against Britannia. This was more apparent with the fact that Lelouch understood now that Britannia clearly had sway over these creatures. Clovis's final words were proof of this considering they seem to be under the Knight of Two taking into account what he learned from Clovis during the course of the interrogation earlier.

As Lelouch watched and contemplated all of the new information he had on hand Mami hung back conjuring more muskets to fire upon their enemies to clear a path for Homura to take out Izabel. The witch tried to conjure more familiars for more protection as Homura approached it drawing a M60 machine gun from her shield. Despite the size and weight of the weapon Homura handled it so easily it was further amazed and impressed the young man.

Freezing time once again with her shield Homura drew out a total of seven AT4 single-shot recoilless smoothbore weapons from her shield. She fired one at a time at the immobilized witch with each anti-tank round fired being frozen in time moments after launch before she managed to fire all of them leaving seven anti-tank rounds frozen in time. Once Homura allowed time to flow normally again the seven rounds continued on their course battering the witch in explosions hitting its core defeating it. Its familiar faded from existence and the labyrinth they were in vanished as well.

Returning to the inside of the dark command center of the G-1 the young man saw no sign of Clovis's body, but Lelouch managed to recover quickly.

"I would like to ask questions on what happened, but I think it would be best if we leave right now." Lelouch said regaining his composure.

"Let's go…Mami-sempai if you could please." Homura began as Mami created a length of yellow ribbon.

"Hold onto this Lelouch-kun."

Lelouch did as he was instructed before Homura froze time again, but this time Lelouch and Mami were unaffected.

'_I see so she has the power to freeze time with that shield.' _

"We need to hurry." Homura said as she, Mami and Lelouch left the G-1 while time and the world around them was frozen escaping Shinjuku Ghetto.

* * *

Later that evening in the city of Mitakihara a young girl with short blue hair and matching eyes was running into an alleyway. She was dressed in a yellow long-sleeve shirt wearing a red and pink pattern dress bottom with black shoes on. It was raining, which for Sayaka Miki the evening couldn't get any worse for her as it was bad enough Kyosuke Kamijo stood her up on their date for the fourth time. Now she was being chased by some gangsters who obviously had other plans in mind for the poor girl. The situation looked bleak when Sayaka was cornered in an alleyway with no way to escape.

Looking around Sayaka picked up an old pipe as she wasn't going to go down without a fight.

"Well little girl you got no place to run now, so what are you going to do?" The leader of the four gang members said tauntingly.

"Bring it on!"

"Oh man this one has a lot of spunk." The leader said before a fog began to fill the alleyway blinding Sayaka and her pursuers.

The sound of giggling and laughter from four or five different girls could be heard before the men began screaming in agony as something or someone was attacking them in the fog. It lasted for a few minutes, but later when the fog lifted Sayaka saw nothing left of the men pursuing her except for a number of bloodstains on the ground. A few moments later C.C. began approaching Sayaka with a neutral expression upon her face.

"I am glad I found you so quickly Sayaka." The green haired immortal said as she approached the spooked teenage girl.

"Who are you? S…s…stay back!"

"Relax I am not here to hurt you. But I am someone you have met before, but I confess my appearance was quite different." C.C. replied with a smirk on her face.

C.C. stopped a few feet with Sayaka as the immortal woman held out her hand to the girl wishing for her to take it.

Reluctantly, but something within her telling her to take her hand prompted her do so. When she did the emblem on C.C.'s head began glowing brightly as a flood of memories began pouring into Sayaka Miki of a different universe and different timelines. Along with it a power awoke within her once more, but when it was all over the last memory she had of the previous universe came to her.

* * *

It was her in a park wearing the school uniform of Mitakihara Middle School holding her school bag. She was standing atop some rocks with a small stream behind her.

"You've broken off a part of the Law of the Cycle! The power of salvation that was the hope of all the magical girls," Sayaka demanded before Homura who reacted with little change in her expression.

"All I took was a tiny piece of it…just the records of the person that Madoka was before she ceased to exist. Somehow, all of you wound up being pulled in as well, and it seems you can't return to wherever you were before."

"What right do you have to do all of this?"

"I am now an existence known as Evil. I am a being who disrupts providence and acts as an agitator of this world. It's quite natural that I upset the laws set down by a god, don't you think?"

"Do you intend to destroy this universe?" Sayaka said before a splash of water erupted behind her before a giant mermaid wearing armor similar to that of a knight with a cape armed with a sword appeared behind her.

"After all the wraiths have been destroyed, perhaps I will. When that time comes, I suppose I can be your enemy. But do you think you'll be able to stand against me, Sayaka Miki? Even now, your memories are gradually changing, are they not?" Homura replied clapping her hands together causing the witch known as Oktavia von Seckendorff to vanish.

"Even if that happens, the one thing I'll never forget is that you, Homura Akemi, are a demon!" Sayaka said as her memories of her time as an agent of the Law of Cycles had all but vanished.

"We should pretend to be friendly in daily life. If you're confrontational all the time, even she may dislike you." Homura said before walking away.

* * *

Sayaka returned to the present, but there wasn't much she could recall beyond that point. Remembers greeting Kyosuke and Hitomi, but after that there was nothing. Now her memories of her life in this universe came together and melded together, although it was a lot to take in but Sayaka Miki recovered before regarding C.C. with more understanding expression mixed with elements of surprise in it.

"What the hell happened?"

"Homura didn't intend for this, but when she spilt Madoka from her Goddess self it led to an unexpected occurrence some time later which Homura could not stop on her own."

"So you are saying she changed the universe again…into this, but why?"

"I'll explain everything, but you must not mention a word of this to anyone else for Madoka's sake." C.C. warned with a serious expression.

"What do you mean by that?"

"Let's go somewhere more private and I'll explain everything. However this must stay between us and Nagisa, as soon as I can find her."

* * *

It was pass nine o'clock when Lelouch with Mami and Homura in tow managed to sneak into the Ashford Academy, although they could have returned to the school more quickly the group agreed on a around about route to ensure no one was following them. Thankfully with most of the students indoors and the grounds were empty the trio had little trouble getting to the Student Council Clubhouse where Lelouch lived. If there was trouble then Homura froze time, but the group did avoid attempting to use it as much as possible through.

Once inside Lelouch made sure there was no one around before leading the girls to his room where he closed the door and locked it. He turned on the TV and raised the volume a little to ensure no one could hear him conversing with Mami and Homura, but not to the point where he would wake his little sister and where Lelouch could have a conversation with Mami and Homura.

"So this is where you live?" Mami said to begin the conversation.

Lelouch sat down on his bed feeling both exhausted mentally and physically. He collapsed onto his bed while Homura and Mami sat on a large red sofa. Taking a moment to recover Lelouch answered Mami's question.

"Normally I would live in the dormitories with the other male students of the academy, but a special exception allows me and my sister to stay in this building."

"I see, so where are we exactly?" Homura inquired.

"We're in Ashford Academy, it's a private school operated and owned by the Ashford Family. They used to be allies of my mother years ago, so after we were abandoned in Japan during the war seven years ago here they took us in."

"I see, but Clovis said you were his brother which means you're a prince like him." The blonde haired girl inquired.

"I used to be one is the more correct term I would use. I was disinherited for speaking out against the Emperor when I demanded an explanation from him."

"About what?" The black haired magical girl inquired.

"Why he didn't protect my mother when she was assassinated and my sister was crippled and blinded as a result of the same incident." The former prince responded with a hint of restrained anger. "When Britannia invaded Japan seven years ago we had little choice but to seek the protection of the Ashford Family, but right now there are very few paths our lives can take."

"Isn't the Ashford Family sheltering you through?" Mami asked.

"Yes, but the Ashfords used to be counted among the nobility. The death of my mother the Empress combined with the failure of several business ventures caused them to lose their standing with the nobility. They founded this school using surviving assets in as last effort to save themselves…they only took me and my sister in to use as liability insurance for the politics here." Lelouch explained bitterly.

"Meaning if things take a turn for the worse for you then you could be sold out." Homura said upon which Lelouch nodded.

"Exactly, this is why that right now they are trying to offer their own daughter up to the first noble who will marry her in a desperate effort to regain their status."

"I dislike this world even more so." Homura commented.

"I offer no argument on that, but speaking of which I am curious about you two."

"I can be off assistance to answer some questions." A new voice announced as everyone began scanning the room. The window opened before a cat-like creature with white fur entered the room. It had white fur with red eyes with four ear-like appendages with a red ring printed on its back. "It's been a long time Mami Tomoe and Homura Akemi."

"Kyubey!" Mami exclaimed recognizing the alien creature.

Homura instantly began to draw a weapon from her shield, but the creature leapt down from the open window before hopping onto the bed sitting down next to Lelouch and looking up at him.

"You must be Lelouch vi Britannia…C.C. said I would find you here."

"C.C.?"

"The girl you met at Shinjuku Ghetto who granted you the power of Geass."

"How do you know her?" Homura demanded.

"We have an accord, but she asked me to come here to explain a few things you should be made aware of. I am sure you noticed when you defeated that witch you saw it didn't drop a grief seed nor has your soul gems shown any sign of fading." The alien began surprising the girls as Lelouch was curious.

"Perhaps you should elaborate on that?" The former prince suggested.

"Technically in this new universe the magical girl system has been replaced with Geass, so the powers Mami and Homura possess shouldn't exist."

"But they existed in the previous universe, so are you suggesting some kind of irregularity or glitch exists that is allowing it?" Lelouch said with one hand on his chin.

"That is very close to it, but yes. We're not sure how it happened, but Mami Tomoe, Homura Akemi, Madoka Kaname, Sayaka Miki, Nagisa Momoe and one other have become irregularities in the universe. I believe this is due to the universe trying to balance itself out. The witches you saw are something that shouldn't exist, but we are convinced Kriemhild Gretchen is the one behind it. We don't know how she is doing it, but we suspect her ability to bring into existence witches who act under her command is probably what caused the irregularities such as you to appear. Her reckless tampering with the universe and the space-time continuum has made her a serious danger to the universe at large."

"I see, so Mami regaining her powers despite the system that granted them no longer existing is the universe trying to correct itself and adapt to the irregularities being caused. But how did Homura regain her magical girl abilities? She had them when she was released or did C.C. restore them prior to her imprisonment?" Lelouch said as he was beginning to understand the overall situation a little better.

"I don't have an answer for that." Kyubey replied.

"How is it that C.C. was capable of restoring my memories of the old universe and my powers as a magical girl?" The blonde haired magical girl asked.

"She was a magical girl herself in the old universe and when she became a Code Bearer to grant Geass to others she somehow along the way regained her memories of the old universe and more making her a glitch in the Geass system which can typically affect the mind giving her the power to do so. Yet this ability has been unique only to her through." The alien creature explained before Lelouch presented it with another question.

"How was that possible?"

"It's due to having met all of you in the previous timelines of the old universe. We're not quite sure how, but it established a link with all of you. This could have been an affect of Homura's previous resets of the timeline, but we do not have any proof." The Kyubey answered.

"I don't ever recall meeting such a woman." Homura asked.

"Her appearance was different when you met her, but I should really explain the changes you have undergone and some facts you should keep in mind when fighting." Kyubey said wishing to move on. "I am sure you noticed that after the battle how hungry your bodies were for nourishment?"

"Yeah…I got them take out from a fast-food place and they managed to eat in a secluded area before we came back." Lelouch said eyeing Mami and Homura. The black haired girl seemed expressionless as normal, but Mami was embarrassed which Lelouch understood as she felt ashamed for eating a bucket of twelve pieces of fried chicken, two large bowls of mash potatoes, four large corn cobs and a salad. That was JUST the meal Lelouch gave to Mami while Homura's was a little bigger, but overall very costly as he spent enough money to feed a family of six.

"Due to the magical girl system not existing in this universe there are a few benefits which I am sure you'll be pleased with. One of them is that you will not turn into a witch when since your soul gems cannot be filled with despair. But without grief seeds you must use other means to replenish your magic such as consuming food to help your body work together with your soul gem to replenish its magic. Resting will also help as well, but if you push yourself too hard and use up more magic than your body can support you'll die."

"I assume we must keep our soul gems within close proximity." Homura inquired.

"Yes, but don't forget your bodies require proper care and nourishment as before in the old universe. Despite what Sayaka Miki thought in previous timelines your bodies aren't corpses. Having your magic support all of your body's functions is simply wasteful. Even without soul gems your souls leaving your body will cause your bodily functions to fail, so the common misconception is understandable. We had learned early on that is was more efficient for magical girls for their own bodies to support their bodily functions with proper rest and a proper diet. Besides if your bodies were merely corpses as Sayaka believed then why would you need to eat and rest among other normal functions?"

"Why didn't you explain this to Sayaka-san?" Homura asked glaring at the creature.

"She didn't ask…she was more concerned and distressed by the fact that I did not mention I would remove her soul and modify her body to make it more capable of fighting witches. I never understood why people get upset over it, but turning your body into a corpse would have made your bodies very ill-suited for combat. I simply made your bodies stronger and more resistant to pain while all of your other functions are still intact, but with this new universe and all things considered I would advise you act more cautiously in battle since I do not know for certain if your body possesses the increased durability we had proved in the old universe."

"I guess that is good to know, but I still have a lot of questions." Lelouch began looking to Mami and Homura. "I would like to know everything."

* * *

The following morning Area 11 began to awake to a new day, but inside the Viceroy's Palace the political and military leaders of Area 11 were panicking as Prince Clovis had mysteriously vanished with no sign of the body while the staff officers aboard the G-1 including General Bartley had left Prince Clovis alone before his disappearance. Meeting in one of the smaller meeting rooms was a gathering of members of the Purist Faction led by Jeremiah Gottwald. Aside from one member missing from their group who was Villetta Nu who had been killed during the battle yesterday the rest of the group was present for a more serious matter on their agenda.

"This is just unacceptable, first the elevens who stole the poison gas are let go along with the civilians of the ghetto who likely collaborated with them. We lost Villetta and now aside from Prince Clovis missing we have reports of strange girls in odd outfits that had been sighted on the battlefield."

Jeremiah said as he causally tossed a bunch of blurred photos of a blonde girl wearing yellow, white and black armed with what appeared to be muskets while there was another with black hair wearing a different uniform armed with a large machine gun. The photos Margrave Jeremiah had were the only photos recovered from the recordings of the Knightmare Frames that ran afoul of these girls, but the idea of mere teenage girls defeating a Knightmare Frame was ridiculous.

"We have too many incompetent idiots in my ranks my lord." Kewell Soresi said with disdain in his voice.

"Clearly and I think we need to make some changes around here, but first we must find his majesty and see to it that General Bartley is punished for his incompetence." Jeremiah said as he clinched his fist tightly in anger determined to avenge the prince's demise. Of course this extended to dishing out proper justice to the fools who left him behind on the bridge.

But it would seem Jeremiah would not need to bother with that as the door to the meeting room opened and a man with slick back-brown hair wearing black sunglasses with a dark olive suit entered the room.

"Forgive my interruption Margrave Jeremiah, but I am Agent Smith of the OSI Area 11 Division." Smith said showing his ID and badge to Jeremiah.

"What can I do for you?"

"On behalf his majesty the Emperor it has been decided that you shall act as acting counsel for Area 11 until Princess Cornelia arrives in one week to assume her post. She is finishing up a major engagement which should see the establishment of Area 18. Once she is finished and she has established a proper government to carry out the will of the Emperor she'll be heading here, which should be in one week if everything proceeds smoothly." The OSI agent replied before reaching into his coat to pull out a set of documents to hand to Jeremiah. "These are the official documents confirming the orders bearing the Emperor's seal."

"Thank you and I shall not fail the Emperor."

"Excellent, but in the meantime you should know we have apprehended the one responsible for Prince Clovis's murder."

"You did? Who was it, but it would mean his majesty was murdered?"

"He was indeed and Bartley was collaborating with the terrorists who got into the G-1 and forced him to give that cease fire at gunpoint. The evidence we gathered in our own investigation has proven his guilt, so we have apprehended him and sent him back to Pendragon to face judgment. We managed to recover what remained of Prince Clovis's body and its being prepared for burial and shipment to Britannia for a funeral to be held in about two weeks once some other matters are attended to." Smith explained, although he was hiding it well Jeremiah was shocked at how quick Clovis's body was found and the one who apparently betrayed him was Bartley.

'_Bartley may not have been the most competent man, but I can't see him as a traitor.' _Jeremiah thought as he was rather doubtful about the bit of Bartley being the culprit.

"Until Cornelia arrives we need you to maintain law and order in Area 11. You are free to pursue the terrorists that escaped Shinjuku Ghetto if you wish, but remember order must be maintained." Agent Smith warned.

"I understand sir and we shall see to it." Jeremiah said with a salute, although he had his doubts about the murder investigation he wasn't in a position to say much on the matter.

All he could was follow the orders he was given.

* * *

Later that afternoon Lelouch was falling asleep at the table he was sitting at with a pile of papers before him. He should have been more mindful of the time, but by the time Mami and Homura finished explaining themselves to Lelouch followed by the occasion answers and facts provided by the Kyubey during the course of their conversation. Even though he was tired as a result of spending a good part of his night in a conversation, but Lelouch had learned a lot. Some of it was hard to take it or just wrap his mind around it, which he wrote off as being exhausted at the time, but the rest he was intrigued.

He learned from Mami Tomoe that in the original universe she was the first of the magical girls among Homura, Madoka, Sayaka and Kyoko to become one when she was caught in a car accident that claimed the lives of her parents but she survived due to the Kyubey's intervention. From what Lelouch believed was a case of survivor's guilt Mami began taking her duties as a magical girl very seriously determined to protect humanity from the witches. In the original timeline when Madoka Kaname became a magical girl she fought together under Mami as her student. The two had formed a formidable partnership, which led to them saving Homura from the very same witch that had killed Clovis yesterday.

Homura didn't become a magical girl right away at that point, but she spent time with them and observed their witch hunts while contemplating what she wanted for as a wish.

From what Homura, Mami and Kyubey had explained throughout their long discussion that in the original universe the purpose of Puella Magi or Magical Girls was to fight witches, malevolent creatures who spread evil curses by preying upon the dreams and hopes of people finding a way to twist it and then using their powers they sometimes used them to commit suicide or murders so that a witch could feed off their life energy. Sometimes a human unfortunate enough to enter their labyrinth are usually killed for their life force energy to strengthen the witch, which was the space Lelouch, Homura, Mami and Clovis had been drawn into.

There was a dark secret to being a magical girl which none are typically made aware of that the Kyubey had avoided mentioning although it claimed that they never asked about the details of becoming a magical girl. If their soul gems ever became corrupted with despair or used up their magic then their soul gems would hatch giving birth to a witch. Thus a deadly cycle was formed then, which according to the Kyubey was intended to harvest vast amounts of emotion energy from these girls in order to save the universe from entropy, so they simply chose the most efficient methods over the individual happiness of every magical girl since the lives of several hundred was merely a drop in the bucket when you consider the rest of the universe.

'_Yet despite their intentions their whole plan has a number of holes in it that I noticed among other things.' _Lelouch thought as his eyelids remained closed.

As his mind finally began to slow down he almost fell soundly asleep until someone popped a balloon near his ear causing Lelouch to wake up and nearly fall out of his chair.

Standing behind him was a blonde woman with blue eyes who was a little older than he was with blonde hair, a busty figure wearing the standard Ashford Academy school uniform consisting of a black skirt, a white dress shirt with a tanned jacket complete with a green tie on it.

"I knew that you had fallen asleep!" Milly Ashford said scolding Lelouch before throwing away the remains of the balloon she had popped to wake him up in a nearby trash can.

"You didn't have to go that far to wake me up."

"It serves you right for ditching me yesterday." Rivalz said as he simply saw his friend getting some well-deserved pay back after being abandoned yesterday.

"Yeah, what was up with you yesterday?" Shirley asked, but Lelouch was trying to dodge the question. Thankfully Milly intervened and managed to change the subject back to student council business they had to attend to.

"Never mind that, we have an important matter to take care of. We need to come up with a fix to the club activities budget or there won't be enough money for club activities."

"I'll say it once and I'll say it again, the science club and the rugby club need to stop overspending on their budget." An irritated Lelouch pointed out while using one hand to rub the left temple on his head.

"Yeah those guys especially the science club has been buying too many materials for their rockets and chemistry experiments. I swear those guys are going to blow up the chemical lab like Nina did that one time which is only going to make balancing the budget even worse." Rivalz said overlooking the fact the most timid and shy member among them was present in the room. Nina Einstein sat in her usual spot, which was a computer in a corner of the room working on something. She had black hair and purple eyes tied into a pair of small pig-tails on the side of her head wearing glasses.

"RIVALZ!" Milly said scolding the young man reminding him that Nina was right there.

"Oh sorry about that, but it wasn't intended it was just an example."

"Well the incident with Nina was different and the insurance on the lab covered it." Lelouch said trying to ease the feeling of embarrassment Nina was feeling. "Now if the science club does it then that might be a different story as I don't think the insurance would cover any of their blunders."

"Yeah, but we should have been told about this a few days ago where we could have taken care of it." Shirley said using this as a time to voice her own compliant.

"Maybe we should just give up then?" Rivalz suggested, which prompted Lelouch to agree as well.

"That is a good idea."

"GUTS!" Milly shouted surprising everyone in the room.

"Are you trying that guts spell again?" Rivalz inquired with Milly responding with a sly smile on her face.

"Yeah, I want you people to start putting your all into this."

"I really don't think that your magic's gonna do a whole lot." Lelouch said thinking more realistically than the others.

"Actually it's got me going, Madam President." Shirley said eagerly.

"Supple and willing, that's what I like." Milly said, but Lelouch knew what kind of direction this conversation was going to head towards.

"I train hard in the gymnastics club."

"That's not what I was getting at. You're a ten." Milly said as she eyed Shirley's bust.

"Huh?" The clueless Shirley muttered as Lelouch merely shook his head rolling his eyes just wishing for the meeting to be over already.

"From what I've seen in the girls' bathroom anyway, you've been filling out in all the right places, huh." Milly answered as Rivalz merely chuckled with Lelouch just ignoring it.

"What, what are you talking about, you perv?"

Lelouch sighed before a voice invaded his mind.

'_I assume the council meeting isn't going well.' _Mami asked through telepathy being provided through the Kyubey.

'_It has just gone into the gutter.' _Lelouch replied trying to block it all out.

Earlier before Lelouch left the Kyubey revealed that with its presence nearby it made Telepathic communication between him, Mami, Homura and Lelouch possible. Although technically Lelouch wasn't capable of becoming a Puella Magica, but his Geass and his ability to perceive witches and the Kyubey seemingly made it possible.

'_Is your friend Milly always like this?'_

'_Most of the times, but either way it means more paperwork for me I have to deal with.' _Lelouch grumbled in his mind. _'She may be the president in name, but I end up doing a lot of the actual work. Now unless it involves parties or a festival then she is more involved, but otherwise.' _

'_That sounds tiresome.' _

'_You have no idea, but if you ever meet Milly then my warning to you is this. Never go into the female baths with her otherwise she might get a little too close to you for comfort.' _

'_I…I…I'll remember that.' _Mami replied as her thoughts sounded a little nervous. _'Surely she is not quite as bad as you seem to be making her out to be.'_

'_It's nothing like that, but she tends to be very eccentric sometimes.' _Lelouch replied before remembering something to ask about. _'By the way I assume Homura has not returned yet?'_

'_No she hasn't, but I hope Akemi-san is careful through.' _

'_I know especially if the OSI are involved in this she can't be acting carelessly.' _

'_I am certain Akemi-san understands that very well after both of us explained to her about Britannia and other related details.' _

'_That is true,' _Lelouch answered recalling that part of their long discussion last night involved bringing Homura up to speed on the state of Japan, the world and the new superpowers that had emerged in places of the ones she had been familiar with.

Speaking of stories Lelouch was amazed and intrigued at the same time of Mami and Homura's stories of what the previous universe had been like including countries such as the United States of America that existed in the place of the Holy Britannian Empire among other details. On that note as well he was impressed with the abilities Mami and Homura had, although he was somewhat envious partly because of his desire to be self-reliant wishing for the means to better fight the witches himself. He knew he couldn't have the power they had, which made him appreciate their presence in his life even more. Having said that Lelouch was impressed and yet he couldn't help, but feel sympathy to Homura and Mami considering the hardships and tragedies they had endured across the different timelines and in the old universe.

But obviously for Mami Tomoe things obviously hadn't improved for the young woman.

Instead of a car accident her parents were killed a couple weeks ago. Her father got killed when he refused to use his position as a worker in a Britannian Power Plant as a means for a terrorist group to help plan a bombing. Her mother ended up killed as a result with the terrorists likely have been planning to take Mami and forcibly conscript her into their organization, which sadly as Lelouch has heard was something a number of the more radical anti-Britannian groups did. When her father realized what was likely to happen he managed to warn through his wife who told Mami. Unable to reach them she fled escaping Mitakihara until finally taking refuge within Shinjuku.

She would later come across a discarded newspaper revealing that her parents were dead forcing her to survive on her own while avoid starvation and other dangers.

'_By the way how are you holding up?' _Lelouch inquired as the restoration of her memories of the old universe and the timelines she had lived through the former prince was concerned for Mami's mental state. He knew from his own experience what she was likely going through, but considering the unique situation she had it did raise some concerns for the young man.

'_All things considered I guess I am doing alright, but I don't feel ok.' _

'_I understand.' _

'_I hope if this universe can be changed back…no…maybe made into something better where I can just live a peaceful existence as a human again. I don't feel like continuing life as a magical girl after all of this, but…' _Mami was saying before she allowed her thoughts to trail off.

'_We'll figure out something, but we'll address one problem at a time. I doubt what lays ahead of us will be easy, but just hang in there.' _Lelouch replied in their telepathic conversation. Considering all of the things Mami endured Lelouch couldn't find any reason to blame her for just wishing to live out the rest of her days as a normal human. There was also the fact that like the others with the exception of Homura, Mami had been killed a number of different times in the previous timelines before the whole universe was changed. _'Despite what you might think of yourself I am impressed you have been holding together as well as you have so far.' _

'_Thank you Lamperouge-kun.'_

'_Please Mami-san just call me Lelouch at least.' _Lelouch said remembering to use Japanese honorifics, but granted it had been seven years since he used them.

"_Oh…I am sorry, but of course...Lelouch-san.' _

* * *

Meanwhile somewhere else in Area 11 was Homura, who after acquiring a change of clothes and _borrowing _some makeup and a long-haired blonde wig to fashion a disguise for herself from the drama and arts club inside Ashford Academy, the magical girl was trying to find signs of Madoka. In light of the danger and opposition they would be facing Homura was trying to be as careful as possible knowing that one wrong move and she could not only danger herself, but Madoka as well too.

'_If you go then you must realize the enemy might be watching her. Even if Clovis knew nothing about your friend Madoka then who can say that Kriemhild doesn't know and just didn't mention her to Clovis. You might be walking into a trap.' _Lelouch's earlier words repeated inside her mind.

Homura didn't disagree with that possibly, but the longer she remained unaware of Madoka's status the more difficult it was becoming for her to remain calm. She had cautiously made her way to Mitakihara, but wishing to avoid notice Homura used a mix of taxi cab, foot and bus instead of going by train worried that the train stations would be watched. As she entered Mitakihara after walking from the nearest town she took a around about route to reach Madoka's house or rather find a area with a bird's eye view where she could check it from afar before approaching it.

Holding a book on birds in Japan and a pair of binoculars in one hand Homura pretended to be a bird watcher as she began scanning the skies for the sake of her act for a time, but after she was sure no one was watching her she turned her attention to a house. She had a hard time spotting it at first, but soon she found it.

What she saw caused her heart to sink and the blood to drain from her face.

The Kaname Residence has clearly seen better days, but it was more than its appearance that alarmed Homura. Other than the damage upon the structure of the ultramodern building the most alarming was the yellow police tape surrounding it. Homura was shivering terrible fearing she was too late, but could it been that the house was merely ransacked and the family had left for another safer place of residence. Still it didn't ease Homura's worries as she felt the need to find out what happened, but as she was contemplating how to best go about it without alerting their enemies to her search a voice behind her spoke.

"I am not surprised to see you come all the way here Homura." C.C. said speaking as the young woman was surprised to find the green haired woman standing there.

Instead of her prisoner uniform C.C. was wearing more casual wear consisting of a white blouse with blue dress slacks, black shoes and a matching jacket.

"It's you…what are you doing here?"

"I came here to find Sayaka Miki and restore her memories, but after I succeeded I began seeking out Kyoko Sakura and Madoka Kaname."

"Did you find them?"

"No I did not, but I have a location on one of them. But we need to find somewhere more private where we can talk. But to put you at ease Madoka Kaname is alive."

Homura felt some relief at the knowledge that Madoka was alive, but she didn't quite trust C.C. She couldn't put her finger on it, but there was something about her that was familiar that made her feel nervous. However at the same time she knew attempting to investigate this on her own would potentially lead to some problems which could only endanger Madoka if she wasn't careful.

"Alright then…lead the way." Homura replied before she followed C.C.

* * *

A/N: Well that is it for another chapter, I could have made it longer but I thought this was a good cut off point.

And yes Kyubey is back…

／人 ◕ ‿‿ ◕ 人＼ "I am an important cast member, so how could I not be in this?"

Given how there might not be enough witches and grief seeds for them this time around I had to modify the magical girl system, which would make sense to a degree since someone had clearly tried to do away with magical girls and replace it with Geass. Although they are in no danger of becoming witches they need to be mindful of how much magic they use and how far they push themselves.

Also based on those who became magical girls in the past like Anne Frank, Cleopatra or Jeanne D'Arc (in fact I just became aware of a spin-off story about Jeanne D'Arc's time as a magical girl). I believed their bodies while merely husks as it is implied to be, but some take this meaning that their bodies are corpse-like somehow. Well considering that those like Cleopatra was said to have children so it's safe to assume as long as the soul gem is with them their bodily functions still operate allowing them to eat, sleep, etc. Even scenes in some of the manga I had observed seem to reinforce this. Of course once the soul gem is away from the owner then their bodies completely shut down, which as in the PSP game proves if the soul gem is away from the body for too long it will begin to decompose which is something that happened to poor Sayaka in the game before it was recovered.

And no don't get any ideas that this means I am planning a lemon for this story, I couldn't write one to save my life. As far as I might go would be kissing and the like, but the reason I mentioned so people wouldn't feel weird or uncomfortable if I did any kind of kissing scenes with Lelouch and his intended love.

I just thought I mention it to avoid any weird misunderstanding or discomfort with the whole issue with their altered bodies as a result of being a magical girl especially as a relationship develops between Mami and Lelouch. I would have liked to have done one of the others but discussions with EpicEbi convinced me that Mami would be safest of the five since the others would not be best due to all of their experiences and mental traumas they had endured. But you are more than welcomed to convince me otherwise, but for now unless I change my mind it will be Mami and Lelouch. Mami has technically won the poll at this point with Homura following behind her, Madoka, then Sayaka and dead last was Kyoko.

Thank you guys for reading the chapter and any feedback will be greatly appreciated.


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